This Guaranty (hereinafter “Guaranty”) is made this
(the “Guarantor”),to Dialectic Distribution, LLC, located at 1275 Bloomfield Avenue, Bldg 8, Unit 66, Fairfield, New Jersey (referred to as the “Creditor”).
WHEREAS, in order to induce the Creditor to extend a loan/credit to
by entities owned (company) and any otherGuarantor (hereinafter “Borrower”) of any and all sums required to be paid under any contact documents and for the full and faithful performance by Borrower of its obligations under this Guaranty and other documents, Creditor has required the execution and delivery of this Guaranty by Guarantor; and
NOW THEREFORE, in consideration of Ten Dollars, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. The Guarantor does hereby absolutely, irrevocably and unconditionally Guaranty to the Creditor the (a) due and punctual payment of any and all sums required to be paid by Borrower under any contract documents, Invoices, or Purchase Orders, whenever due and payable; (b) the full, faithful and punctual performance of each and all of the other terms, covenants, duties, obligations, liabilities, agreements and conditions required to be performed by Borrower, and; (c) all expenses of collection and of enforcement of this Guaranty and any other Documents, including reasonable attorney’s fees (collectively referred to herein as the “Obligations”).
2. This Guaranty is irrevocable, continuing, indivisible, absolute and unconditional and, except as otherwise provided herein, may be proceeded upon immediately after failure by the Borrower to pay or comply with any of the Obligations mentioned herein or in any other Documents in the mutual understanding between Borrower and Creditor, without any prior action or proceeding against the Borrower. The Guarantor hereby consents to and waives notice of the following, none of which shall affect, change or discharge the liability of the Guarantor hereunder: (a) any change in the terms of any agreement between the Borrower and the Creditor; and (b) the acceptance, alteration, release or substitution by the Creditor of any security for the Obligations, whether provided by the Borrower, Guarantor or any other person.
3. The Guarantor hereby expressly waives the following: (a) acceptance and notice of acceptance of the Guaranty by Creditor; (b) notice of extension of time of the payment of, or renewal or alteration of the terms and conditions of, any Obligations; (c) notice of any demand for payment, notice of default or nonpayment as to any Obligations; (d) all other notices to which the Guarantor might otherwise be entitled in connection with the Guaranty or the Obligations of the Guarantor hereby guaranteed; and (e) trial by jury and the right thereto in any action or proceeding of any kind or nature, arising on, under or by reason of, or relating in any way to, the Guaranty or the Obligations.
4. No delay on the part of Creditor in exercising any rights hereunder or failure to exercise the same shall operate as a waiver of such rights.
5. The Guarantor agrees that, with or without notice or demand, the undersigned Guarantor shall reimburse Creditor, to the extent that such reimbursement is not made by the Borrower, for all expenses (including counsel fees) incurred by Creditor in connection with any of the Obligations or the collection thereof.
6. The Guarantor has not and will not set up or claim any defense, counterclaim, setoff or other objection of any kind to the suit, action or proceeding at law, in equity, or otherwise, or to any demand or claim that may be instituted or made under and by virtue of the Guaranty. All remedies of the Creditor by reason of or under the Guaranty are separate and cumulative remedies, and it is agreed that no one of such remedies shall be deemed in exclusion of any other remedies available to the Creditor.
7. Upon the occurrence of an Event of Default or a change in the business relations, Creditor may assert and enforce any and all of its rights and remedies, whether under this Guaranty or otherwise, against Guarantor, alone or jointly and severally with Borrower. Creditor may proceed against Borrower and Guarantor separately or together, concurrently or consecutively or otherwise, at the same time or at different times, and without being required to proceed against Borrower first or at all. It is the solely and exclusively at the Creditor’s discretion to decide the party against whom enforcement shall be sought.
8. This Guaranty is a continuing Guaranty and shall remain in full force and effect irrespective of any interruptions in the business relations of the Borrower with Creditor, Creditor with Borrower, or in any combination with the Guarantor.
9. The Guarantor represents and warrants that the Guarantor has full power and authority to execute, deliver and perform this Guaranty, and that neither the execution, delivery nor performance of the Guaranty will violate any law or regulation, or any order or decree of any court or governmental authority, or will conflict with, or result in the breach of, or constitute a default under, any agreement or other instrument to which the Guarantor is a party or by which Guarantor may be bound, or will result in the creation or imposition of any lien, claim or encumbrance upon any property of Guarantor.
10. All monies available to Creditor for application in payment or reduction of the Obligations may be applied by Creditor in such manner and in such amounts and at such time or times as Creditor may see fit to the payment or reduction of such of the Obligations as Creditor may elect at its discretion.
11. This Guaranty may not be changed or terminated orally and may not in any event have any modifications or waiver(s) of the provisions of this Guaranty deemed effective unless in writing.
12. This Guaranty is, and shall be deemed to be, a contract entered into under and pursuant to the laws of the State of New Jersey and shall be in all respects construed, governed, applied, enforced and permitted in accordance with, and governed by, the laws of the State of New Jersey. Any dispute arising out of this Guaranty shall be brought in the Courts of the State of New Jersey in Essex County. No invalidity, irregularity, illegality or unenforceability of any Obligation shall affect, impair or be a defense to the enforceability of this Guaranty. No defense given or allowed by the laws of any other state in the United States of America shall be interposed, arbitrate, or allowed to impose in any action unless a defense is also given or allowed by the law of the State of New Jersey.
13. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.